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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 000-26354
TRIMAINE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1636980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
(Address of principal executive offices)
(41 22) 818-2999
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
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Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
Class Outstanding at August 8, 2000
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Common Stock, $0.01 15,837,808
par value
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FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on
historical events, constitute forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the outlook
for future operations, forecasts of future costs and expenditures, the
evaluation of market conditions, the outcome of legal proceedings, the
adequacy of reserves, or other business plans. Investors are cautioned
that forward-looking statements are subject to an inherent risk that
actual results may vary materially from those described herein. Factors
that may result in such variance, in addition to those accompanying the
forward-looking statements, include changes in interest rates, prices and
other economic conditions; actions by competitors; natural phenomena;
actions by government and regulatory authorities; uncertainties associated
with legal proceedings; technological development; future decisions by
management in response to changing conditions; and misjudgments in the
course of preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
TRIMAINE HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
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TRIMAINE HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
June 30, 2000 December 31, 1999
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ASSETS
Current Assets
Cash and cash equivalents $ 1,932 $ 2,072
Accounts receivable 1,905 -
Receivable from affiliates 445 489
Real estate held for development
and sale 2,151 3,766
Deferred tax asset 333 601
Other assets 19 110
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Total current assets 6,785 7,038
Investments 10,116 10,805
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$ 16,901 $ 17,843
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LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable $ 494 $ 479
Accrued liabilities 139 139
Debt 128 2,340
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Total current liabilities 761 2,958
Shareholders' Equity
Preferred stock 1 1
Common stock 158 158
Additional paid-in capital 16,468 16,468
Retained earnings (deficit) 647 (708)
Accumulated other comprehensive loss (1,134) (1,034)
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Total equity 16,140 14,885
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$ 16,901 $ 17,843
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Operations and Retained Earnings (Deficit)
(Unaudited)
(Dollars in thousands, except per share amounts)
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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Revenues
Sale of real estate $ 4,542 $ 225
Dividend income 281 274
Loss on sale of investment (5) -
Other 108 13
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4,926 512
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Costs and expenses
Cost of real estate sold and related
selling costs 1,961 95
General and administrative 287 178
Real estate taxes 10 10
Interest 161 129
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2,419 412
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Income before income tax 2,507 100
Income tax 852 -
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Net income 1,655 100
Deficit, beginning of period (708) (5,230)
Dividends paid on preferred shares (300) (300)
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Retained earnings (deficit), end of period $ 647 $ (5,430)
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Basic and diluted earnings (loss) per share $ 0.10 $ (0.00)
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Operations and Retained Earnings (Deficit)
(Unaudited)
(Dollars in thousands, except per share amounts)
For the Three For the Three
Months Ended Months Ended
June 30, 2000 June 30, 1999
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Revenues
Sale of real estate $ 4,542 $ 225
Other 58 7
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4,600 232
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Costs and expenses
Cost of real estate sold and related
selling costs 1,961 95
General and administrative 153 88
Real estate taxes 5 5
Interest 81 63
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2,200 251
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Income (loss) before income tax 2,400 (19)
Income tax 852 -
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Net income (loss) 1,548 (19)
Deficit, beginning of period (901) (5,411)
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Retained earnings (deficit), end of period $ 647 $ (5,430)
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Basic and diluted earnings (loss) per share $ 0.09 $ (0.01)
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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Net income $ 1,655 $ 100
Other comprehensive loss
Unrealized loss on securities, net
of income tax (100) (734)
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Total comprehensive income (loss) $ 1,555 $ (634)
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
For the Three For the Three
Months Ended Months Ended
June 30, 2000 June 30, 1999
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Net income (loss) $ 1,548 $ (19)
Other comprehensive income
Unrealized gain on securities, net
of income tax 660 408
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Total comprehensive income $ 2,208 $ 389
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
For the Six For the Six
Months Ended Months Ended
June 30, 2000 June 30, 1999
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Cash Flows from Operating Activities
Net income from operations $ 1,655 $ 100
Adjustments to reconcile net income to
net cash provided by operating
activities:
Loss on sale of investment 5 -
Amortization 17 15
Deferred tax 852 -
Changes in current assets and liabilities
Real estate held for development and
sale 1,615 40
Prepaid and other assets 74 62
Accounts receivable (1,905) 158
Receivable from affiliates 44 (70)
Payables 15 39
Other 47 16
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Net cash provided by operating
activities 2,419 360
Cash Flows from Investing Activities
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Net cash provided by investing
activities - -
Cash Flows from Financing Activities
Dividend (300) (300)
Repayment of debt (2,259) -
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Net cash used in financing
activities (2,559) (300)
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Increase (decrease) in cash and cash
equivalents (140) 60
Cash and cash equivalents, beginning of
period 2,072 595
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Cash and cash equivalents, end of period $ 1,932 $ 655
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Notes to Consolidated Financial Statements
June 30, 2000
(Unaudited)
Note 1. Basis of Presentation
The interim period consolidated financial statements contained herein have
been prepared by the Registrant pursuant to the rules and regulations of
the U.S. Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These
interim period statements should be read together with the audited
consolidated financial statements and accompanying notes included in the
Registrant's latest annual report on Form 10-K for the year ended December
31, 1999. In the opinion of the Registrant, the unaudited consolidated
financial statements contained herein contain all adjustments necessary in
order to present a fair statement of the results for the interim periods
presented.
Note 2. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed on the weighted average number
of shares outstanding during the period. The weighted average number of
shares outstanding was 15,837,808 and 10,837,808 for the six months ended
June 30, 2000 and 1999, respectively.
Note 3. Acquisitions and Dispositions
The Corporation completed the sale of a 29.34 acre parcel zoned for retail
commercial use on the north side of its real property in the City of Gig
Harbor, Washington. The sale is included in the current period's results.
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PART I. FINANCIAL INFORMATION
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and
financial condition of TriMaine Holdings, Inc. (the "Corporation") for the
six months ended June 30, 2000 should be read in conjunction with the
consolidated financial statements and related notes included elsewhere
herein.
Results of Operations - Six Months Ended June 30, 2000
Revenues were $4.9 million for the six months ended June 30, 2000 compared
to $0.5 million in the same period in 1999, primarily as a result of the
sale of a 29.34 acre parcel of land in Gig Harbor, Washington for gross
proceeds of approximately $4.5 million. Reference is made to the Corporation's
report on Form 8-K dated August 4, 2000 for further information concerning the
sale.
Costs and expenses for the six months ended June 30, 2000 were $2.4
million compared to $0.4 million in the same period in 1999, primarily as
a result of the cost of real estate sold and related selling costs.
Income tax for the six months ended June 30, 2000 was $0.9 million as a
result of the utilization of a deferred tax benefit, compared to nil in the
same period in 1999.
Net income in the six months ended June 30, 2000 was $1.7 million, or
$0.10 per share, compared to $0.1 million, or $0.00 per share, in the six
months ended June 30, 1999.
Results of Operations - Three Months Ended June 30, 2000
Revenues were $4.6 million for the three months ended June 30, 2000
compared to $0.2 million in the same period in 1999, primarily as a result
of the sale of real estate.
Costs and expenses for the three months ended June 30, 2000 were $2.2
million compared to $0.3 million in the same period in 1999, primarily as
a result of the cost of real estate sold and related selling costs.
Income tax for the three months ended June 30, 2000 was $0.9 million as a result
of the utilization of a deferred tax benefit, compared to nil in the
same period in 1999.
Net income in the three months ended June 30, 2000 was $1.5 million, or
$0.09 per share, compared to a net loss of $19,000, or $0.01 per share, in
the three months ended June 30, 1999.
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Liquidity and Capital Resources
The Corporation had cash and cash equivalents of $1.9 million at June 30,
2000, compared to $2.1 million at December 31, 1999.
Continuing operating activities provided cash of $2.4 million in the six
months ended June 30, 2000, compared to $0.4 million in the six months
ended June 30, 1999. An increase in accounts receivable used cash of $1.9
million in the six months ended June 30, 2000, compared to a decrease in
accounts receivable providing cash of $0.2 million in the same period of
1999. An increase in payables in the six months ended June 30, 2000 provided
cash of $15,000.
Financing activities used cash of $2.6 million in the six months ended
June 30, 2000, compared to $0.3 million in the six months ended June 30,
1999, primarily as a result of the repayment of debt. The Corporation paid
$0.3 million in dividends on its preferred stock in the six months ended
June 30, 2000 and 1999, respectively.
The Corporation has no commitments for capital expenditures in relation to
its undeveloped real estate, although it may need to provide funds for
pre-development work on certain parcels in order to enhance their
marketability and sale value.
The Corporation believes that its assets should enable the Corporation to
meet its current ongoing liquidity requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to the Corporation's annual report on Form 10-K for the
fiscal year ended December 31, 1999 for information concerning market
risk.
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PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Corporation's annual report on Form 10-K for the
fiscal year ended December 31, 1999 for information concerning legal
proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description
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27 Article 5 - Financial Data Schedule for the 2nd
Quarter 2000 Form 10-Q.
(b) Reports on Form 8-K
The Corporation filed the following reports with respect to the indicated
items:
Form 8-K dated August 4, 2000:
Item 2. Acquisition or Disposition of Assets
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 10, 2000
TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
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Michael J. Smith, President, Chief
Financial Officer and Director
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EXHIBIT INDEX
Exhibit Number Description
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27 Article 5 - Financial Data Schedule for the 2nd
Quarter 2000 Form 10-Q.